1. Grant of Limited Licence
Subject to the terms and conditions of this Agreement, idSafe hereby grants you a nonexclusive and non-transferable licence, with restrictions as described below, to use the Software, in object code only, including any documentation accompanying the Software (the “Documentation”), for your internal use. You may install the Software on the agreed number of devices (designated at the time of sale by the idSafe distributor) but in no case on more than the allowed number of devices based on your subscription and make one copy of the Software for archival purposes. You shall have no right to ship, sublicense, sell, resell or otherwise distribute the Software, either as a stand-alone product or bundled with other products, to third parties, or to use it for any services for third parties. You may not use the Software in a production environment, for commercial purposes, or in any manner intended to generate revenue.
2. Versions; Term
If you have downloaded a pilot or trial version of the Software, the licence granted herein is for use only during the pilot or trial period. Unless you purchase a licence to the Software or we otherwise (in our sole discretion) allow you to continue to use the Software, at the end of the pilot or trial period, this licence shall terminate. Upon termination of this licence, some or all of the functions of the Software may become inoperable and your ability to use the idSafe service may become limited or cease altogether. If you have purchased a licence to the Software, you shall continue to have the rights set forth in paragraph 1 of this Agreement until the expiration or termination of your purchased licence. If there is a pre-purchase free trial period, no refunds are permitted for purchases made at the end of the free trial period. If there is a post-purchase trial period, no refunds are permitted at the end of the post-purchase trial period. We will notify you approximately 30 days prior to the end of the term of your purchased subscription. If you do not otherwise elect, we will automatically renew your subscription at the end of the term. Upon termination of this licence you shall immediately uninstall the Software and destroy all related documentation and all copies. This requirement applies to copies in all forms, partial and complete, in all types of media and computer memory and whether or not modified or merged into other materials.
3. Limitations and Restrictions on Use
You may not do any of the following: (a) copy the Software, the Documentation or any other material accompanying the Software; (b) transfer, sublicense, rent or lease any portion of the Software; (c) modify the Software or create derivative works based on the Software or any portion thereof; (d) reverse engineer, decompile, reverse assemble, disassemble or otherwise attempt to obtain the source code for the Software; (e) make any third party software contained in the Software a stand-alone product; (f) use the Software in any manner not permitted by this Agreement; or (g) remove any proprietary notice of idSafe or any other party from your copy of the Software or Documentation. In addition, you may not use the Software in automatic, semi-automatic or manual tools designed to create or detect malware (viruses, spyware, screen scrapers, keylogging tools, etc.)
4. Intellectual Property Ownership; Copyright
The structure, organisation and code of the Software are the valuable trade secrets and confidential information of idSafe and its suppliers. You have no ownership rights in the Software. You are granted no rights in the Software other than the limited rights expressly set forth in this Agreement. idSafe expressly reserves to itself and its suppliers all rights not expressly granted to you in this Agreement. The Software (including any software, images, graphics, photographs, and text incorporated in the Software or embedded in any material accompanying the Software or the services enabled by the Software) is owned by idSafe and its suppliers and is protected by law, including, without limitation, the copyright laws of the United States and of other countries as well as international treaties. Except as expressly permitted by this Agreement, the copying of the Software, any portion of the Software, or any of the materials accompanying the Software is strictly prohibited by such laws and treaties.
5. Third Party Applications
The Software is designed to allow you to use software applications that have been made available by third parties. Your use of a third party application shall be governed by the licence agreement applicable to such third party application, not by this Agreement. For example, usage of the Internet Explorer browser that is accessible via the Software is governed by Microsoft’s End User Licence Agreement. Nothing in this Agreement will be construed to grant any rights in a third party application not otherwise granted under the terms of such third party application licence agreement or to limit any rights granted under such third party application licence agreement.
6. The Software
idSafe reserves the right to modify the Software at any time. idSafe may distribute modifications or updates to the Software or to portions of the Software to reflect new or changed threats. In addition, idSafe may distribute “bug fixes” or other revisions to the Software. You will be entitled to such updates if idSafe, in its sole discretion, determines to make such updates available to you.
7. No Warranty
This Software is being delivered “AS IS.” IDSAFE AND ITS SUPPLIERS DO NOT MAKE OR PASS ON TO YOU OR TO ANY THIRD PARTY ANY WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, PERFORMANCE, SATISFACTORY QUALITY, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE . IDSAFE AND ITS SUPPLIERS SPECIFICALLY DO NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF USE, OF THE SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. IDSAFE AND ITS SUPPLIERS MAKE NO WARRANTY WITH RESPECT TO THE AVAILABILITY OF IDSAFE’S OR ITS SUPPLIERS WEBSITES ON THE WORLDWIDE WEB.
8. Disclaimer of Damages; Limitation of Liability
SOME STATES AND COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE BELOW LIMITATION OR EXCLUSION MAY NOT APPLY TO
IN NO EVENT WILL IDSAFE OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSSES,
DAMAGES, CLAIMS OR COSTS WHATSOEVER, OR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR
LOST PROFITS OR LOST SAVINGS, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, OR
FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF IDSAFE AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE
POSSIBILITIES OF SUCH LOSSES, DAMAGES, CLAIMS OR COSTS. IN NO CASE SHALL IDSAFE’S OR ITS
SUPPLIERS’ LIABILITY EXCEED THE PURCHASE PRICE OF THE SOFTWARE.
The Software is not designed for and is not intended for use in hazardous environments requiring fail-safe (fault-tolerant) performance such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons or defence systems, life support systems or any other context in which the failure of the Software could lead directly to death, personal injury or severe damage to property or the environment. idSafe and its suppliers specifically disclaim any express or implied warranty of the Software’s suitability for these types of activities. The disclaimers and limitations set forth above apply to you, even if you do not accept this Agreement.
9. Privacy; Third Party Websites
10. S. Government Restricted Rights
The Software and Documentation are commercial in nature and are “Commercial Items,” as that term is defined in 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and Commercial Computer Software Documentation,” as such terms are defined in 48 C.F.R. §§252.227-7014(a) (5) and 48 C.F.R. §252.227-7014(a) (1), and as used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users only as Commercial Items and with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Manufacturer is Wontok, Software Pte. Ltd., 1 Commonwealth Lane #06-06, One Commonwealth, Singapore 149544.
- This Agreement shall be governed by the laws of the country of Singapore without reference to or application of conflict of law rules or principles. The United Nations Convention on the International Sale of Goods shall not apply.
- This Agreement constitutes the entire Agreement between Wontok and you with respect to the Software and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to its subject matter. In the event of a conflict between this Agreement and any term of any purchase order, acknowledgment or invoice, this Agreement shall prevail.
- If any part of this Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and shall be interpreted so as to reasonably give effect to the intention of the parties.
- No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless it is made in writing and is signed by Wontok.
- Wontok may assign its rights and obligations under this Agreement, without notice, to any affiliate of Wontok or to any party (or its affiliate) acquiring Wontok (or any affiliate of Wontok to which this Agreement has been assigned) or acquiring all or substantially all of the assets to which this Agreement applies.
- This Agreement shall terminate upon your breach of any term contained herein. Upon termination of this Agreement, you shall cease using the Software and destroy all copies in your possession.
- The disclaimers of warranties and the limitation on damages and liability shall survive termination of this Agreement.
11. idSafe Contact
If you have any questions concerning this Agreement or would otherwise like to contact idSafe please write to idSafe Pty. Ltd., 3/84 Union Street, Pyrmont, 2009, NSW, Australia (Attention: General Counsel.)